405.102(1)(d)
(d) "Confirmer" means a nominated person who undertakes, at the request or with the consent of the issuer, to honor a presentation under a letter of credit issued by another.
405.102(1)(e)
(e) "Dishonor" of a letter of credit means failure timely to honor or to take an interim action, such as acceptance of a draft, that may be required by the letter of credit.
405.102(1)(f)
(f) "Document" means a draft or other demand, document of title, investment security, certificate, invoice, or other record, statement, or representation of fact, law, right, or opinion that is presented in a written or other medium permitted by the letter of credit or, unless prohibited by the letter of credit, by the standard practice referred to in
s. 405.108 (5) and that is capable of being examined for compliance with the terms and conditions of the letter of credit. A document may not be oral.
405.102(1)(g)
(g) "Good faith" means honesty in fact in the conduct or transaction concerned.
405.102(1)(h)
(h) "Honor" of a letter of credit means performance of the issuer's undertaking in the letter of credit to pay or deliver an item of value. Unless the letter of credit otherwise provides, honor occurs in any of the following circumstances:
405.102(1)(h)2.
2. If the letter of credit provides for acceptance, upon acceptance of a draft and, at maturity, its payment.
405.102(1)(h)3.
3. If the letter of credit provides for incurring a deferred obligation, upon incurring the obligation and, at maturity, its performance.
405.102(1)(i)
(i) "Issuer" means a bank or other person that issues a letter of credit, but does not include an individual who makes an engagement for personal, family, or household purposes.
405.102(1)(j)
(j) "Letter of credit" means a definite undertaking that satisfies the requirements of
s. 405.104 by an issuer to a beneficiary at the request or for the account of an applicant or, in the case of a financial institution, to itself or for its own account, to honor a documentary presentation by payment or delivery of an item of value.
405.102(1)(k)
(k) "Nominated person" means a person whom the issuer:
405.102(1)(k)1.
1. Designates or authorizes to pay, accept, negotiate, or otherwise give value under a letter of credit; and
405.102(1)(k)2.
2. Undertakes by agreement or custom and practice to reimburse.
405.102(1)(L)
(L) "Presentation" means delivery of a document to an issuer or nominated person for honor or giving of value under a letter of credit.
405.102(1)(m)
(m) "Presenter" means a person making a presentation as or on behalf of a beneficiary or nominated person.
405.102(1)(n)
(n) "Record" means information that is inscribed on a tangible medium, or that is stored in an electronic or other medium, and is retrievable in perceivable form.
405.102(1)(o)
(o) "Successor of a beneficiary" means a person who succeeds to substantially all of the rights of a beneficiary by operation of law, including a corporation with or into which the beneficiary has been merged or consolidated, an administrator, executor, personal representative, trustee in bankruptcy, debtor in possession, liquidator, and receiver.
405.102(2)
(2) Definitions in other chapters applying to this chapter and the sections in which they appear are:
405.102(3)
(3) Chapter 401 contains certain additional general definitions and principles of construction and interpretation applicable throughout this chapter.
405.102 History
History: 2005 a. 213.
405.103(1)(1) This chapter applies to letters of credit and to certain rights and obligations arising out of transactions involving letters of credit.
405.103(2)
(2) The statement of a rule in this chapter does not by itself require, imply, or negate application of the same or a different rule to a situation not provided for, or to a person not specified, in this chapter.
405.103(3)
(3) With the exception of this subsection,
subs. (1) and
(4),
ss. 405.102 (1) (i) and
(j),
405.106 (4) and
405.114 (4), and except to the extent prohibited in
ss. 401.102 (3) and
405.117 (4), the effect of this chapter may be varied by agreement or by a provision stated or incorporated by reference in an undertaking. A term in an agreement or undertaking generally excusing liability or generally limiting remedies for failure to perform obligations is not sufficient to vary obligations prescribed by this chapter.
405.103 Note
NOTE: Section 401.102 (3) was repealed by
2009 Wis. Act 320. Corrective legislation is pending.
405.103(4)
(4) Rights and obligations of an issuer to a beneficiary or a nominated person under a letter of credit are independent of the existence, performance, or nonperformance of a contract or arrangement out of which the letter of credit arises or which underlies it, including contracts or arrangements between the issuer and the applicant and between the applicant and the beneficiary.
405.103 History
History: 2005 a. 213.
405.104
405.104
Formal requirements. A letter of credit, confirmation, advice, transfer, amendment, or cancellation may be issued in any form that is a record and is authenticated by any of the following methods:
405.104(2)
(2) In accordance with the agreement of the parties or the standard practice referred to in
s. 405.108 (5).
405.104 History
History: 2005 a. 213.
405.105
405.105
Consideration. Consideration is not required to issue, amend, transfer, or cancel a letter of credit, advice, or confirmation.
405.105 History
History: 2005 a. 213.
405.106
405.106
Issuance, amendment, cancellation, and duration. 405.106(1)(1) A letter of credit is issued and becomes enforceable according to its terms against the issuer when the issuer sends or otherwise transmits it to the person requested to advise or to the beneficiary. A letter of credit is revocable only if it so provides.
405.106(2)
(2) After a letter of credit is issued, rights and obligations of a beneficiary, applicant, confirmer, and issuer are not affected by an amendment or cancellation to which that person has not consented except to the extent the letter of credit provides that it is revocable or that the issuer may amend or cancel the letter of credit without that consent.
405.106(3)
(3) If there is no stated expiration date or other provision that determines its duration, a letter of credit expires one year after its stated date of issuance or, if none is stated, after the date on which it is issued.
405.106(4)
(4) A letter of credit that states that it is perpetual expires 5 years after its stated date of issuance, or if none is stated, after the date on which it is issued.
405.106 History
History: 2005 a. 213.
405.107
405.107
Confirmer, nominated person, and adviser. 405.107(1)(1) A confirmer is directly obligated on a letter of credit and has the rights and obligations of an issuer to the extent of its confirmation. The confirmer also has rights against and obligations to the issuer as if the issuer were an applicant and the confirmer had issued the letter of credit at the request and for the account of the issuer.
405.107(2)
(2) A nominated person who is not a confirmer is not obligated to honor or otherwise give value for a presentation.
405.107(3)
(3) A person requested to advise may decline to act as an adviser. An adviser that is not a confirmer is not obligated to honor or give value for a presentation. An adviser undertakes to the issuer and to the beneficiary accurately to advise the terms of the letter of credit, confirmation, amendment, or advice received by that person and undertakes to the beneficiary to check the apparent authenticity of the request to advise. Even if the advice is inaccurate, the letter of credit, confirmation, or amendment is enforceable as issued.
405.107(4)
(4) A person who notifies a transferee beneficiary of the terms of a letter of credit, confirmation, amendment, or advice has the rights and obligations of an adviser under
sub. (3). The terms in the notice to the transferee beneficiary may differ from the terms in any notice to the transferor beneficiary to the extent permitted by the letter of credit, confirmation, amendment, or advice received by the person who so notifies.
405.107 History
History: 2005 a. 213.
405.108
405.108
Issuer's rights and obligations. 405.108(1)
(1) Except as otherwise provided in
s. 405.109, an issuer shall honor a presentation that, as determined by the standard practice referred to in
sub. (5), appears on its face strictly to comply with the terms and conditions of the letter of credit. Except as otherwise provided in
s. 405.113 and unless otherwise agreed with the applicant, an issuer shall dishonor a presentation that does not appear so to comply.
405.108(2)
(2) An issuer has a reasonable time after presentation, but not beyond the end of the 7th business day of the issuer after the day of its receipt of documents, to do any of the following:
405.108(2)(b)
(b) If the letter of credit provides for honor to be completed more than 7 business days after presentation, to accept a draft or incur a deferred obligation.
405.108(2)(c)
(c) To give notice to the presenter of discrepancies in the presentation.
405.108(3)
(3) Except as otherwise provided in
sub. (4), an issuer is precluded from asserting as a basis for dishonor any discrepancy if timely notice is not given, or any discrepancy not stated in the notice if timely notice is given.
405.108(4)
(4) Failure to give the notice specified in
sub. (2) or to mention fraud, forgery, or expiration in the notice does not preclude the issuer from asserting as a basis for dishonor fraud or forgery as described in
s. 405.109 (1) or expiration of the letter of credit before presentation.
405.108(5)
(5) An issuer shall observe standard practice of financial institutions that regularly issue letters of credit. Determination of the standard practice is a matter of interpretation for the court. The court shall offer the parties a reasonable opportunity to present evidence of the standard practice.
405.108(6)
(6) An issuer is not responsible for any of the following:
405.108(6)(a)
(a) The performance or nonperformance of the underlying contract, arrangement, or transaction.
405.108(6)(c)
(c) Observance or knowledge of the usage of a particular trade other than the standard practice referred to in
sub. (5).
405.108(7)
(7) If an undertaking constituting a letter of credit contains nondocumentary conditions, an issuer shall disregard the nondocumentary conditions and treat them as if they were not stated.
405.108(8)
(8) An issuer that has dishonored a presentation shall return the documents or hold them at the disposal of, and send advice to that effect to, the presenter.
405.108(9)
(9) An issuer that has honored a presentation as permitted or required by this chapter:
405.108(9)(a)
(a) Is entitled to be reimbursed by the applicant in immediately available funds not later than the date of its payment of funds;
405.108(9)(b)
(b) Takes the documents free of claims of the beneficiary or presenter;
405.108(9)(d)
(d) Except as otherwise provided in
ss. 405.110 and
405.117, is precluded from restitution of money paid or other value given by mistake to the extent the mistake concerns discrepancies in the documents or tender that are apparent on the face of the presentation; and
405.108(9)(e)
(e) Is discharged to the extent of its performance under the letter of credit unless the issuer honored a presentation in which a required signature of a beneficiary was forged.
405.108 History
History: 2005 a. 213.
405.109(1)(1) If a presentation is made that appears on its face strictly to comply with the terms and conditions of the letter of credit, but a required document is forged or materially fraudulent, or honor of the presentation would facilitate a material fraud by the beneficiary on the issuer or applicant:
405.109(1)(a)
(a) The issuer shall honor the presentation, if honor is demanded by any of the following:
405.109(1)(a)1.
1. A nominated person that has given value in good faith and without notice of forgery or material fraud.
405.109(1)(a)2.
2. A confirmer that has honored its confirmation in good faith.
405.109(1)(a)3.
3. A holder in due course of a draft drawn under the letter of credit that was taken after acceptance by the issuer or nominated person.
405.109(1)(a)4.
4. An assignee of the issuer's or nominated person's deferred obligation that was taken for value and without notice of forgery or material fraud after the obligation was incurred by the issuer or nominated person.
405.109(1)(b)
(b) The issuer, acting in good faith, may honor or dishonor the presentation in any case not described under
par. (a).
405.109(2)
(2) If an applicant claims that a required document is forged or materially fraudulent or that honor of the presentation would facilitate a material fraud by the beneficiary on the issuer or applicant, a court of competent jurisdiction may temporarily or permanently enjoin the issuer from honoring a presentation or grant similar relief against the issuer or other persons only if the court finds that all of the following conditions are met:
405.109(2)(a)
(a) The relief is not prohibited under the law applicable to an accepted draft or deferred obligation incurred by the issuer.
405.109(2)(b)
(b) A beneficiary, issuer, or nominated person who may be adversely affected is adequately protected against loss that it may suffer because the relief is granted.
405.109(2)(c)
(c) All of the conditions to entitle a person to the relief under the law of this state have been met.
405.109(2)(d)
(d) On the basis of the information submitted to the court, the applicant is more likely than not to succeed under its claim of forgery or material fraud and the person demanding honor does not qualify for protection under
sub. (1) (a).
405.109 History
History: 2005 a. 213.
405.110(1)(1) If its presentation is honored, the beneficiary warrants all of the following:
405.110(1)(a)
(a) To the issuer, any other person to whom presentation is made, and the applicant, that there is no fraud or forgery of the kind described in
s. 405.109 (1).
405.110(1)(b)
(b) To the applicant, that the drawing does not violate any agreement between the applicant and beneficiary or any other agreement intended by them to be augmented by the letter of credit.
405.110(2)
(2) The warranties in
sub. (1) are in addition to warranties arising under
chs. 403,
404,
407, and
408 because of the presentation or transfer of documents covered by any of those chapters.
405.110 History
History: 2005 a. 213.
